DECLARATION OF TRUST
OF
HUBCO CAPITAL TRUST II
DECLARATION OF TRUST, dated as of June 3, 1998, between HUBCO,
Inc., a New Jersey corporation, as "Depositor" and The Bank of New York
(Delaware), a New York corporation, as "Delaware Trustee" and Xxxxxxx X. Xxxxxxx
and X. Xxxx Van Borkulo-Xxxxx as "Administrative Trustees" (the Delaware Trustee
and the Administrative Trustees together, the "Trustees"). The Depositor and the
Trustees hereby agree as follows:
1. The trust created hereby shall be known as HUBCO Capital
Trust II (the "Trust"), in which name the Trustees, or the Depositor to the
extent provided herein, may contract, and xxx and be sued.
2. The Depositor hereby assigns, transfers, conveys and sets
over to the Trust the sum of ten dollars ($10). Such amount shall constitute the
initial trust estate. It is the intention of the parties hereto that the Trust
created hereby constitute a business trust under Chapter 38 of Title 12 of the
Delaware Code, 12 Del. C. ss.3801 et. seq. (the "Business Trust Act"), and that
this document constitutes the governing instrument of the Trust. The Trustees
are hereby authorized and directed to execute and file a certificate of trust
with the Delaware Secretary of State in accordance with the provisions of the
Business Trust Act.
3. The Depositor and the Trustees will enter into an amended
and restated Declaration of Trust, satisfactory to each such party and having
substantially the terms described in the offering circular (as referred to
below), to provide for the contemplated operation of the Trust created hereby
and the issuance of the Capital Securities and Common Securities referred to
therein. Prior to the execution and delivery of such amended and restated
Declaration of Trust, the Trustees shall not have any duty or obligation
hereunder or with respect to the trust estate, except as otherwise required by
applicable law or as may be necessary to obtain prior to such execution and
delivery any licenses, consents or approvals required by applicable law or
otherwise.
4. The Depositor and the Administrative Trustees hereby
authorize and direct the Depositor, as the sponsor of the Trust, (i) to prepare
and distribute one or more offering circulars on behalf of the Trust, including
any necessary or desirable amendments thereto (including any exhibits contained
therein or forming a part thereof), relating to the Capital Securities of the
Trust and certain other securities; (ii) to file with the Private Offering,
Resales and Trading through Automatic Linkages (PORTAL) Market ("PORTAL") and
execute on behalf of the Trust a listing application or applications and all
other applications, statements, certificates, agreements and other instruments
as shall be necessary or desirable to cause the Capital Securities to be listed
on PORTAL; (iii) to file and execute on behalf of the Trust such applications,
reports, surety bonds, irrevocable consents, appointments of attorney for
service of process and other papers and documents as the Depositor, on behalf of
the Trust, may deem necessary or desirable to register the Capital Securities
under, or obtain for the Capital Securities an exemption from, the securities or
"Blue Sky" laws; (iv) to execute on behalf of the Trust such underwriting or
purchase agreements with one or more underwriters, purchasers or agents relating
to the offering of the Capital Securities as the Depositor, on behalf of the
Trust, may deem necessary or desirable; and (v) to execute on behalf of the
Trust any and all documents, papers and instruments as may be desirable in
connection with any of the foregoing. If any filing referred to in clauses (i),
(ii) and (iii) above is required by law or by the rules and regulations of any
applicable governmental agency, self-regulatory organization or other person or
organization to be executed on behalf of the Trust by one of the Trustees, the
Depositor and any of the Trustee of the Trust appointed pursuant to Section 6
hereof are hereby authorized to join any such filing and to execute on behalf of
the Trust any and all of the foregoing.
5. This Declaration of Trust may be executed in one or more
counterparts.
6. The Trustees shall initially be the trustees of the Trust.
Thereafter, the Depositor may increase or decrease (but not below one) the
number of trustees of the Trust by executing a written instrument fixing such
number; provided, however, that so long as it is required by the Business Trust
Act, one trustee of the Trust shall be either a natural person who is a resident
of the State of Delaware or an entity other than a natural person that has its
principal place of business in the State of Delaware and that, in either case,
otherwise meets the requirements of applicable Delaware law. Subject to the
foregoing, the Depositor is entitled to appoint or remove without cause any
trustee at any time. The Trustees may resign upon thirty days' prior written
notice to the Depositor.
7. This Declaration of Trust shall be governed by, and
construed in accordance with, the laws of the State of Delaware (without regard
to conflict of laws principles that would call for the application of the
substantive law of any jurisdiction other than the State of Delaware).
IN WITNESS WHEREOF, the parties hereto have caused this
Declaration of Trust to be duly executed as of the day and year first above
written.
HUBCO, INC. THE BANK OF NEW YORK (DELAWARE)
Depositor Not in its individual capacity
but solely as Delaware Trustee
X. XXXX VAN BORKULO-XXXXX XXXX XXXX XXXXXXXXX
By: _________________________________ By: ________________________________
Name: X. Xxxx Van Borkulo-Xxxxx Name: Xxxx Xxxx Xxxxxxxxx
Title: Executive Vice President Title: Authorized Signatory
and Corporate Secretary
XXXXXXX X. XXXXXXX, X. XXXX VAN BORKULO-XXXXX,
in his capacity as Administrative in her capacity as Administrative
Trustee Trustee
XXXXXXX X. XXXXXXX X. XXXX VAN BORKULO-XXXXX
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